Scarlet Spider, Spider Gwen
by whiteknightredcross
Summary: Scarlet Spider from earth 95 gets dimensionally stranded in Earth 65 with the amazing Spider Gwen, decides to make it his home in a world that lost its peter parker.
1. Chapter 1

**no i dont own these characters, love them both. always been a big ben rielly fan. thought he needed a break and another shot at life. semi cannon but like i said i dont own them marvel does. please enjoy**

Earth 95

It was a cloudy morning in the big apple. Two Web singers were racing downtown as fast as they could. One grabbed the gargoyle by the horns, "Bam what! Another point for the original spider man" The red and blue webbed man landed on the roof. The second webslinger landed next him. "Eat it up bro; I'm still tired from carrying your weight on my shoulders for the last year. Plus did you just imitate a high school girl on Disney." The man dressed in a red suit with a torn blue hoodie.  
"Thanks Ben it meant a lot to know you had my back." Peter said to his clone  
"Nah don't sweat it. You are back now. Powers at full and kid on the way. You and Sue, god I wish I could find that." Ben answered. The two sat there for a bit smiling enjoying the skyline. Ben stood up, "been great bro, but I think it's time I stretch out my webs, maybe Los Angeles. This town has one Peter parker already and one spider-man. Though I'll be back when the baby's born." Peter scratched his head, "You're always welcome here, and it will always be your home." An explosion in the distance drew smoke to the sky. Neither said a word as they deployed webs as Web slang that way. The two reached the scene at Midtown High school and found Doc Oc with a machine in his hands. People running away in all patterns from fear. Screams is all they could hear.

Earth 65

Screams is all they could hear. As Gwen jammed away on the drums the bass drum vibrated with the name the Mary Jane's on it. Midtown High school was having its prom. They were hired to play it. She kept getting glances from her band mates for being late again. Her spider suit under her clothes as she played. Though for every glance they gave her she kicked up the tempo. Key note she thought, the drummer sets the pace. After two songs they made peace. During a brake she was walking the prom, got hit on by a few seniors. She blew them off easily, and then she saw a picture of a science fair. It took her back to peter, she still missed him. College hadn't been easy at all, her dad barely speaks to her, and with the kingpin sending assassin's to either kill her or recruit her she doesn't know where to turn. A flash of light erupts and a crack of thunder booms the room and she can't believe her eyes.  
"Gwen?"

Earth 95  
He can't believe his eyes, it looked just like a horror movie. Doc Oc had really pushed it this time. The explosion left many dead. Peter swung in to pull people out. He caught the side of the building in time. His spidey sense went off and he saw Octavious take aim and fire. It was get hit or the people died. Last second Ben jumped in the way blocked the shot and disappeared in a flash of light. Doc immediately smashed the machine, "Ha ha ha. Finally Spider Man is gone and can never return." That's when a fist came. Octavious had never been hit that hard by Spider Man. "WHERE DID YOU SEND THE SCARLET SPIDER?" but it was too late. The force of the punch knocked Octavious out. The machine was destroyed and the lights faded out.

Earth 65

The lights faded out, there stood the Scarlet Spider. He looked around, and then he saw her. Same blonde hair and same beautiful eyes from his dreams and nightmares. "Gwen?" He said. He looked around recognizing Midtown HS. No Spidey or Oct around. In fact the only one not running was the Gwen look alike. He turned on heel and ran for the exit the minute he hit it he exit he was air bound on a Web line.

Gwen stood there in shock. She thought she was done with the dimension hoping fun. But there stood a spider man like guy. She ducked out of the show and changed, then headed off on her own Web line knowing he'll end up there eventually, she wanted to beat him there. The suit though was odd, but what she saw during the "event" as she called it, odd had a new definition. She got this weird thought, 'we'll you did ask for Peter back.' She shook her head, she knew the girls be pissed about her bailing but there are things more important then band. Something caught her eye and she swung down.

Something caught his eye and he swung down. He webbed a newspaper to see. The daily bugle had the right date and year on it. Ben didn't know what happened, but Gwen alive. Something's off, really off. It pushes him faster to queens. As he arrives he see's Aunt Mays house, with a familiar old man outside. Ben damn near fell out of his Web swing. He landed behind a house and stole a jacket and pants and comes out quietly. He walked up, "sir, sorry to trouble you."  
"What is it young fella." The old man looked up.  
"I'm looking for a friend, he used to live around here his name was Peter Parker." Ben said trying to hold back tears. He knew full well this was Uncle Ben in front of him. Both Gwen and Uncle Ben alive. He was about to have a mental breakdown.  
Uncle Ben with a tear in his eye looked up, "I'm sorry to tell you this son but my Peter's been dead. Keep your voice hush don't need to bother May. She still has her moments about Peter's young death." Ben fell to his knees, 'so if I never peter/me never became spider man they both would have lived.' He thinks to himself. The older man leaned over and patted Ben's shoulder, "how long has it been since you saw Peter?" Ben snapped out of his pity party, "School, I met Pete in School he was like a brother. Like a little brother." Ben said  
"Well son, here's how you get to peter's grave. Probably be best if you go there and say your peace." The old man said softly. Ben nodded and stood, he wanted to hug the old man but didn't. He walked off with a wave and when clear ditched the clothes and began to Web sling to the cemetery. He knew the way. He went straight to Uncle Ben's grave marker and found peters.

He dropped and sat against it. "Pete you are not going to believe it. A whole world we didn't screw up. Uncle Ben's alive and Gwen. God bro did you hear me Gwen's alive." Ben's head sunk, he pulled his mask off and just sat there. "Hungry?" Gwen asked. She was in her spider woman suit. A bag of hot food in one hand, picture of a chili dog on the bag. Ben just looked at her, "who-" Gwen knelt down to Ben and took off her mask, "you reality jumped. We need to talk and you need to eat. Preferably not on my dead boyfriend's grave." Ben nodded, and slipped his mask on, "lead the way." A short time later sitting on a roof top Gwen breaks down the multi verse to Ben. He chows down on the chili dogs. After she finishes he sighs, "I thought I was having a mental breakdown. First you were alive then Uncle Ben."  
Gwen laughed, "I'm glad I remembered your love of chili dogs."  
"Thank you for everything." Ben said  
"Don't mention it, plus I was missing having another spider around. So let me get this right you're a clone?" She playfully nudged him. He just smiled at her. Then explained the whole clone saga. Afterwards she shook her head, "Okay I really don't want to meet this jackal." Ben nodded, "You really don't."

They saw the smoke rise from across town. They both slipped on their masks and with out a word they web slinged across town.


	2. Chapter 2

**Thanks so much for following and reading with me, I'm having a hard time staying Cannon with Spider Gwen with earth 65 as its being written by marvel. so i will keep with it best i can. again thanks so much. and as always i dont own the characters.**

Chapter 2  
Earth 95  
Peter paced in his lab with Susan Storm looking at the smashed components. She stopped him from pacing, "Ben is just displaced dimensionally. Not dead. Remember that Parker luck and charm. He'll be okay."  
Shaking his head, "That's the same luck that got him trapped and others dead."  
She kissed the back of his neck, "the same luck that brought you to me, and the same charm that made me fall for you. The same luck and charm that will continue to our child." As Sue smiles and rubs her belly. Pete sighed in defeat, "as always your right."

She nodded with a smile, "that's the smart parker I know, now if you just join Grimm, me and Johnny then you can get this menace thing behind us. The fantastic four needs a forth." Pete nods, it had been years since Dr. Doom killed Reed. "Until Otto regains consciousness there's no way to pin point the reality. Another negative strike for...owe!" An invisible hand smacked Pete's head, "I got Gib's slapped"  
"Damn Straight mister Parker and I got another one for you. You know Ben. He faced down the sinister six solo and he put king pin behind bars. He'll be okay. Now unless there's a fire you have wedding plans to make with me." Peter sighed until Johnny came in, "there's a fire three blocks over at Horizon Labs. We gotta go." He stopped in his tracks when he saw Sue's face. Peter ran passed grabbing Johnny, "Let's go people to save. Love ya Sue"  
"Eww gross, still weird you and my sister." Johnny replied as they ran.  
Pete responded, "You just saved my bacon." And out the window they went.

Earth 65  
"You just saved my bacon." And out the window they went. Scarlet Spider holding on to a fire fighter as the floor gave and they escaped narrowly. Spider woman had a kid in her arms and was right in front of them. Web slinging through the air, landing on the curbside that was the last in the building. It was empty now. The kid ran to their mom while firefights offered the two spider's fresh oxygen. They took a few hits till police sirens sounded. The Fire Chief patted both their backs, "I'll stall em best I can, you two are heroes in my book." The two spiders looked at each other and nodded then took flight by Web shooter.

"YAHOO!" Ben roared as he flew line to line. Gwen followed enjoying his optimism. The longer she watched the more the hole she felt inside disappear. They landed on a familiar building as Ben stopped at looked at the gargoyles. Gwen puzzled, "What?"  
"For everything that's different there is so much the same." Ben pointed at the gargoyles. He stopped, "Wait is your dad alive & Captain of the police?"  
"Yes he's alive and yes he's a cop. He's not the Captain though, he also hates I'm spider woman. Frank Castle is Captain." She answered.  
"Whoa, the Punisher is a police Captain? Dang." Ben half joked. He looked at his suit; the fire singed his hoodie and tore a few holes. "We'll that makes clothes a next priority. Then a job and a place to stay."  
Gwen almost caught off guard, "Wait you're not going to try and get home?"  
Ben shook his head, "If I have a choice I'll stay. This world, there's no Peter Parker, but their could be in a way. I'll stay Ben Reilly, but it's a place I'm not the clone anymore. Unless you want me to go then I will. I'm not trying to step on your web."  
She nearly jumped at him, "No, stay. Just stay. I got a couch till we figure something more permanent. It's nothing big, small studio. With all the reality jumping lately it's nice to be home and settled." Ben couldn't help but smile. She motioned to follow; they swung by a neighborhood in Queens first, next door to Ben Parker. Gwen came out with some clothes, "Barrowing from my dad till we can get you your own."  
"Thanks." Ben said as they set off for her studio apartment.

They reached her apartment and it was small. They entered from the fire escape. Ben looked around, Top Ramen packs near the stove, and pizza boxes piled on the trash can. Cheap Wal-Mart brand soda in the fridge. Gwen panicked when she saw her underwear out and yelled, "Don't look, I wasn't expecting visitors." She jumped with her agility and began to clean up quick. Ben tried not to look, but being Gwen his heart kept pulling him. Trying to remind himself she's not his Gwen, no not his. He's a clone. She's not Peter's Gwen. But that undying hope that she could be his Gwen.  
"What's wrong? I don't need spider sense to tell me something's off." Gwen got close. Ben pulled his mask, "Hard to talk about, kind of things that go through a clones mind." Gwen slipped her mask off, "I know how you're feeling, it was the same way I felt around the other Peters during the event, just make me a deal. When it finally does happen, make sure it's me you're kissing and not her and I'll do the same." Ben just smiled at that nodded, "Deal". It was late so after some ramen and some bad late night TV Ben passed out on the couch. Gwen covered him with a blanket.  
"With everything going wrong, finally something went right." She whispered and kissed his blonde head and went to bed. She had class the next day.

There was a pounding at the door and Gwen shot up awake. Before she realized it she was hanging from the ceiling. She jumped down and saw Ben still snoring and shook her head. She looked through the peep hole and saw her band mate Gloria. She looked at the time and opened the door partially, "it's only seven am, class isn't till ten."  
"Yeah well we need to talk; I can't keep bailing you out with Em. You disappeared after that spider guy showed up. I swear they are multiplying. But seriously when did Gwen Stacy panic and run." Gloria looked at her as a caring friend. Then a loud snore from behind Gwen caught Gwen off enough that Gloria pushed through to see a half naked man on the couch covered in blankets and Gwen wearing only a long shirt.  
"Girl never mind the show I'm proud of you for getting on with your life. So who's that?" She said while hugging Gwen.  
"Um...my boyfriend. He just moved in." Gwen panicking trying to find answers that didn't scream, 'Grown up clone of my dead boyfriend from an alternate dimension with powers like mine.'  
"Boyfriend is obvious, but his name." Gloria pushed.  
"Ben Reilly, he's a photographer. Freelancer just moved to town."  
"Girl do you think he would do some professional shots for us?" Gloria's' mind was working. Gwen saw Ben's face slightly grin as he played being asleep. 'Prick!' She thought. She turned to Gloria, "I'll ask him. Now shoo I gotta get dressed so does he." Gloria left talking about pictures as Gwen turned around from a closed door, "That's it you're going home." She went to swing and he dodged easily as they rolled on the floor tangled in blankets.  
"I have school." She said smiling.  
"Now I have to get a job and find a Camera." Ben replied laughing. They got dressed had some cold pizza in the fridge, "I love the spider metabolism, not an ounce of fat." Gwen said as she grabbed another slice. She headed out the door, "Here's my number." Left with that.

A week passed, Ben did some odd labor jobs in the penny saver under the table to buy a camera and a small burn phone. He then took some killer shots of Gwen in suit fighting some thugs. He sold them to the highest paying paper. They were the clearest pictures ever. The bugle paid well, even though it seemed no matter how heroic the pictures were Mayor Jameson made her seem a villain. After dropping off the latest set of pictures Ben was walking with Gwen arm in arm down the street chatting.  
"Don't trip on J.J. he's always like this, that spider's a menace, public enemy #1." Ben trying to cheer her up.  
"He's still a jerk." She shot  
"we'll at least this one didn't make a team of spider slayers to hunt you." Ben joked but saw she was un-amused till their spider sense went off and all eyes directed to a man in a suit jacket walked towards them. He had a Skoal ring on his jeans and really worn cowboy boots. His voice was scratchy like a life long smoker, "Hey freelancer you got a name?" He flashed a badge.  
Gwen pulled her hood down as Ben stepped in front, "You first and let me see that badge again."  
"Detective Oswald Brocker, so you got a name? Don't I know you miss?" He held out the badge longer.  
"Unless you have better taste in music then shoes, then I doubt you know me." Gwen snapped, she recognized the cop. Her dad was never fond of this one. Her spider sense picked up two more threats behind them. She saw Ben tense she knew he felt it too.

"I don't think I like that attitude. I think we need to take a ride." The detectives voice had anger now.  
"We aren't going any where with you or your two goons." Gwen said. Ben nearly face palmed till he heard the electricity surge as metal struck.  
"Shocker" he whispered.  
"So it seems you are that good. I didn't think lil shocky was that well known. Seems Mr. Murdock was right." The detective smirked.  
"Matt, what's a blind lawyer gotta do with this?" Ben questioned  
Gwen elbowed him, "kingpins blind lawyer."  
"Your Stacy's brat! Get em!" The cop yelled as Ben dodged the first shock blast barely. Gwen was able to dodge too. The other villain dropped the trench coat and was a female in beetle armor.  
"I'll take the handsome one, you grab the girl." She took two steps till Gwen swept her knee hard enough to drop her, "Hands off bug girl. He's spoken for." The cop pulled a gun till Reilly fired two Web balls at him from under his sleeve. One hit the gun the other the face. The cop frantically trying to remove it stumbles into the street as Shocker looks to the sky, "FACE ME SPIDER WOMAN!" He never saw Gwen's kick to his face. As nettle went to stand another Web ball hit her face. Spider sense went nuts on both. Ben turned to see a truck about to hit the cop. He did a quick jump and kick sending the cop into a parked car across the street. And narrowly missing getting hit himself. All he could utter, "Great power, great responsibility." He heard a gasp across the street as he saw both Uncle Ben and Aunt May. May looked at him hard and he ran. Gwen followed closely as they rounded a corner. Then up a building, halfway up they were in costume and then Ben shot a Web strand and used the buildings roof as an anchor point using a circular centrifugal force to swing him self up and back down kicking beetle square two feet into the chest shattering her armor.

As he landed he began to dodge as shocker began taking shots at him with the gauntlets. "No wonder your working with dirty cops, not ready for the big leagues are ya chump."  
"SHUT UP AND FRY!" Shocker responded till another well placed kick to his head. Gwen stood over the unconscious goon. Ben snapped two shots of her webbing them up. They heard the sirens and went for the sky watching from a nearby building taking pictures. As the cops showed they cleaned up the mess. They took both shocker and Beatle in custody.

Later that night in an alley a worn pair of cowboy boots walked through a few puddles, stopped and spit a glob of cancer on the street and kept walking to a black limo. A man stepped out with a cane, and red glasses.  
"I believe our deal didn't involve my associates getting arrested." Murdock said coldly.  
"Yeah well you also said one Spider. Not two." The Detective shot back.  
"So two Spiders. I need time to think. This second spider has experience. He knew the pictures would make them an easier target. Well played." Murdock eye brow still raised in anger at the cop for the disrespect.  
"We'll he also knew you and you work for king pin. He called you Matt. And I got one more juice bit. Buy that will cost you ten lar- owe. OWE GOD STOP OWE..." then silence. Murdock cane dripped blood into the puddle.  
"So this new player hmmm. Now he has too much information that I am unsure off. I need to even the scales. Take me home and in the morning we are seeing the boss." They drove off and left the detective dead in the gutter.


	3. Chapter 3

**again i dont own them but i love writing about them. again thank you for following. and here's another chapter i hope im not long on the last 2 chapters**

Peter sighed heavy standing next to Matt Murdock. The blind lawyer nodded and patted his friends back. The lights flashed around them and the music was loud at Johnny's idea of a bachelor party. Peter was never big on these events, neither was Matt. This explained why the two were alone at the bar while the others were around the dancers. Matt laughed, "at least you don't have my senses. Do you any idea how much noise Logan's bones make when he dances." Pete looked over and saw their short hairy friend up on the table dancing with the girls. "Real jokes on the girls, Logan's older then all of them combined." Matt laughed at parker's banter.  
"Any luck on Octavious?" Matt asked.  
"Nah the bastard woke up after three weeks, but he claims he doesn't even know where he sent Ben. Claims it was meant for me and that if he didn't know then the hero community couldn't force him to bring me back." Peter sipped his drink after answering  
"Do you believe him? If not I could asked." Matt offered "I owe Ben for taking down Fisk."  
Pete nodded, "I do, but if I can find his blue prints then I can see how he built it. Maybe see how he calibrated it if at all. We need to know where his lab is." A hand clasped them both by the shoulders. The hands of Tony Stark, the only other sober one there. "We'll then let's go ask the mad doctor where his lab is. I always love other people's labs." Pete grinned and the three snuck out, the only thing seen was the light reflecting off red glasses.

Earth 65  
The only thing seen was the light reflecting off the red glasses. Ben flipped through the pictures, "yeah you're Matt Murdock and mine are bi polar. Mine is the hero of Hell's kitchen, yours is a scum bag lawyer to Fisk." His blood pressure was up; Gwen could feel his anger rise. She kissed the back of his neck. She felt him calm, it had been three weeks. She couldn't remember a time she was happier after the spider bite. Ben spent most his days photographing spider woman or public appearances of this matt Murdock. They worked out a system of delivery for the photos and payment so they weren't caught in the open again. She actually got a job as a Batista at a street corner coffee stand. Most of her costumers were cops including her most regular customer her dad.

Her dad wasn't too keen on her choice in boyfriends but he didn't voice his opinion, he was just glad to have Gwen back. Ben shook his head again, "this guy was a great friend, and he's damn good. He'll give our spider sense a run for its money. He has the same red glasses and same cane, safe to assume same powers."  
"Powers? Wait powers?" Gwen questioned.  
"Like ninja trained fighter, wicked assassin skills. Super senses, hearing, smell, touch, probably taste too. Hmm never thought about it. I wonder how the air of New York tastes; I know he used to complain about how much Logan bathed." Ben snickered.  
"He sounds tough. But there are two of us now. You've got me and I've got you."  
"He's good though, Pete back in my world sold pictures for years of spider man and maybe one time every 5 years a villain tried to put it together. Murdock pulls it off at the first try."

Gwen picked up one of his Web shooters, "So you actually made these? That is so cool. You gotta tell me how you switch from stream lines to balls."  
"The nozzle just turns it then shoot." Ben answered as two Web balls hit the wall and splooged all over it. He was laughing till the radio scanner picked up a police chase in progress. A large delivery van was speeding away while shooting from the passenger side. Gwen heard her dad's voice over the speaker and was on a Web line out the window. Ben grabbed his Web shooter and freshly stocked belt of fluid and followed out the window. It took near twenty minutes to reach the car chase. By the time Gwen got there the delivery van was in the middle of the street and the guns were out in force. Her spider sense was going nuts but she couldn't focus it. The three suspects stood with full auto Uzi's in body armor pushing the police back. They saw spider woman and pointed at her and yelled, "We give. You all are witnesses. If she kills us like the parker kid. You all saw."  
"Go to he-" spider woman shouted before a larger thundering man ripped a whole in the! He was wearing a mechanized rhino suit. He raked his left foot across the ground three times then rushed at Gwen. "Too slow big boy." She jumped with a summersault in the air using the rhino horn to push off with her hand for extra air. That's when she got hit by the beetle in an air tackle, "Remember me webs, we got unfinished business." Gwen trying to catch her breath from the hit caught a flash of Ben's suit go in after the Rhino guy. Gwen flipped out two Web lines and attached them to beetles back which acted like a whiplash effect. Enough to let Gwen go mid air flying she shot two more lines and used them to sling shot herself back at beetle that now was tangled in a web.

Gwen's fist rang like a hammer against beetles helmet, "lights out deary, let the grown ups play." The vulture dive bombed Gwen; she barely dodged thanks to her spider sense. "Vulture again. So many what the hell." Rhino raked again three times the charged. Ben dropped two lines to his face then ran at the rhino and slide feet first between rhinos legs. He come up on the other and jerk the Web lines hard pulling rhino face straight to ground causing the rhino to crash and burn. Ben's spider sense goes off; he looks to Gwen but feels it behind him and jumps up. He narrowly avoided a green tale with a gnarly blade. He recognized Scorpion immediately, "Come on Gargon, as always slow. Spider still beats scorpion." What caught he off was the female voice, "do I know you bug boy."  
"Holy cow blunt man it's a girl!?" Ben spit out.  
"Yeah I'm a girl, how the hell do you know my name. Stand still damn it." Scorpion lashed out again and missed. Rhino began to stand up and shake off the fall.

Gwen began an aerial acrobatic show to keep ahead of the two flyers. 'This was a trap, they lured us.' She thought to herself. She still had Ben's web shooter; she adjusted the nozzle and began to layer the vulture. He took off high to avoid the web shots. Beetle began to take pop shots at civilians to get Gwen off her game. It was working using her concentration to safe the civilians. Finally she got pissed and webbed line a man hole cover and sling shotted it at beetle. It cracked her hard. She went out cold into a building. She stopped realizing she had never used that much strength before except during the event. She felt the world stop for a minute. She couldn't bare look at her dad after that. Then he spider sense kicked in and she was tackled by a cop. As the went down she felt the wind from the vultures razor wing go by her face and cut her hood and slightly nicking her mask. She checked the cop, "you okay, god are you okay?"  
"Yeah, I'm good. Hey keep your head in the fight. This city needs you. Some of us in blue see it." He replied. She saw his name tag, Sgt Flint Marko. "Thanks Sgt, I got a bird to clip." She went after the man hole cover again, swallowed her fear of failure, 'they need me, I can't afford to miss.' She spun her web on the man hole. When vulture dived bomb again she used it as a shield to block. When he went to the air again she lasso'd his back to the man hole cover then swung it around street poles as a anchor and Vulture got rubber banded back into the ground. Where she was waiting with a knock our punch.

Rhino charged been again and Ben smirked setting a number of Web trip lines for the oversized man. "I swear you're dumber here. The guy I know never would have fallen for that." As the rhino tripped over the web lines he thunderously crashed through the street again. Scorpion grabbed him with her tail, "mmmmmmmm too bad you look good in that spandex but orders are to take you out." She said as she squeezed harder.  
"As much as I love the one on one attention and trust me Gorgon. You look a hundred times hotter then Mac but I'm a one woman spider and I've already got my girl." He shot a Web ball at her face covering her mouth and nose. In a panic to breath she dropped him and clawed at her face till she made herself a hole to breathe and see. Ben scanned the field and saw that Gwen was finishing up. He cringed when she hit beetle with the cover and saw her reaction. He was about to save her when he saw the cop move and his spider sense alerted rhino was up. He turned to scorpion, "how about a kiss babe?"  
"Kiss this!" She said as she shot acid. He did a back flip up dodging the spray that hit a full speed charging rhino which collided into scorpion as he screamed in pain from the acid. The two of them hit the wall hard. Neither was moving after except for breathing. Gwen ran over to him, "you good?"  
"Sore, how's your head?" He said touching her face where she was cut.  
"Good" she said lying. Capt Stacy came running over and Ben slid between him and Gwen. "You're not talking us in after we just saved your butts." Captain Stacy centered himself realizing Scarlet Spider just stopped him from blowing Gwen's secret.  
"Now you two get before Capt Castle and his team show. Thank you for your help."  
Scarlet Spider nodded, "sorry if your men got hurt it was a trap to draw us out."  
"Really?" Gwen asked  
"It's kingpins style, you turned down working for him. The assassin you told me about was the beginning. Now he escalated it twice now. I hate to wanna know what's next." Ben said looking through the crowd till he saw Murdock. "I know you can hear me Matty. I want you to know I know." He could see the blind man's eye brows turn. Then Gwen pulled his hoody, "Time to run more cops are here" they bolted from the scene.

The ten o clock news told a Grimm battle between super powered individuals in the middle of the city. There was the reporter and two others at the table. One of course was Jonah Jameson; another was District Attorney Foggy nelson. Every time the reporter called the spiders heroes JJ screamed menace. Scorpion, Rhino and Vulture all went to Rykers where Beetle went to the hospital for massive injuries.

Gwen's head sank when she heard that, "great hero I am." Ben just stayed quiet, he'd been there too.  
"Seriously why do I feel like crap she was hurting innocents to get to me? She had it coming but I still feel..." She trailed off till Ben sat next to her.  
"It's because you're a spider, it's our curse. Pete used to call it a parker curse. Nah it's a spider curse. We care too much, run off emotion. It's what gives us strength to keep putting on the webs. Even after all of it we keep putting them back on."  
"I'm so glad you came through that hole; I saw some of the other peters out there. Some are real jerk and one was a pig." Gwen said  
"Hey I'll take care of that jerk, no body gets to be piggish with my girl but me...wait but he is me. No I got this, I'm going to kick my own but fo-" Gwen stopped him, clone or not Ben was all peter and when he rambled he rambled, "No he's a cartoon pig, spider ham. An actual pig."  
He looked sideways and laughed.

He looked side ways and laughed, his red glasses shook on his nose.  
"You assured me Madelyn you were the best, the scorpion couldn't be beat your a joke." Matt Murdock mocked the prisoner at Rykers. "We'll if they were separated. The male though is weird, he knew things. He knew my name." she said  
"Agreed, he is a major problem." Murdock said quietly. He left the prison and walked towards his car. The driver had kept it running. "Where to Mr. Murdock?"  
"Home please."  
Murdock picked up his phone and dialed a number, the phone rang. When it picked up, "I hear you can hunt anything. What's your price for hunting two spiders?"  
"Very good, I'll see you soon."


	4. Chapter 4

**again i dont own the characters, and thank you all for reading and staying with me. im enjoying theses two characters a lot.**

Chapter 4  
Earth 95  
"Very Good, see you soon" Peter said as he put the phone down.  
"Sue?" Tony asked as they finished the touches on the blue prints for Ock's machine.  
"Yup, she's all wedding and pregnant. Can't have the baby be a bastard, my mother will never forgive me." Peter teasingly mocked.  
"Ouch cold bro." Tony laughed  
"You may be right, growing up with only aunt may kinda detached me from certain family things. I probably shouldn't tease." Pete now sheepishly scratched his head.  
"No judgments here, I'm in a whole class of jerk myself. At least that what all my ex girl friends tell me" Tony smirked, "I can build this no problem. This will be great. Plus I'm working on redesigning his octo-bots and selling them to NASA." Tony' eyes fixed on the blue prints.  
"Sue still doesn't know about this. That I'm planning on rescuing Ben before the wedding. I appreciate you keeping it quiet till I can tell her." Peter said  
"We all have our secrets bud. Do you think I'm ever telling Hank that Janet and I shared more then a bottle down here once? It'll be Ultron all over again." Tony swallowed hard and cracked his neck roughly. "I heard nothing" Peter said. Looking at it he was proud, "this will work!"

Earth 65  
Looking at it he was proud, "This will work!" Ben said handing Gwen a second new Web shooter. She smiled ear to ear. She now had the nozzles to do the different shots like he could. They were in a barrowed lab at NYSU.  
"How'd you know the password to turn off the security on Dr Connors lab?" Gwen asked.  
"Dr Kurt and Spidey have a long history of working together in my world. Just doesn't look like it'll happen here. I'm glad his codes are the same, his son's birthday." Ben said as he cleaned up the glassware and machines quickly.  
"Why not?" Gwen asked as she helped. Ben realized too late he was too deep not finish. He hung his head, "Kurt was the Lizard where I came." Gwen stepped back and got loud, "Then how'd you work together. Didn't he die?"  
"Cause I...er because Peter cured him." Ben finished cleaning unable to look at her. He knew it was still a rough subject, "My bad for bringing it up. I'm sorry."  
"So I could have saved Peter from the lizard formula, he could have lived. May could have her nephew right now. That pain could have been spared." Gwen was yelling now.  
"No you couldn't, when I faced Kurt I was in college and bio chem. You guys were in high school. He tampered with my blood and his and a lizards. But that part you know." Ben was getting loud now and trying not to.  
"You mean Peter's blood!" Gwen couldn't believe the venom that came out with, she covered her mouth. She ran before anything more was said. Ben just stood there alone for a bit, finally he headed off for the grave site. It was the only place he felt he could go.

Gwen was web slinging to clear her mind. She blamed herself about Peter's death still. Though she knew it wasn't her fault she still felt the blame on her shoulders. She was so lost in thought she didn't realize how fast she was slinging. She landed on a semi truck and sat there while it drove around, 'I shouldn't have called him a clone like that.' She rubbed her temples, 'stupid Gwen. He hurts as much as you do.' The night air felt good. But something caught her eye. She jumped off and headed over. She found a group of thugs chasing a girl down an alley. She smiled, she could use some exercise. Just as the girl was cornered two Web balls came out of the sky. One of the thugs foot was webbed to the ground and another's hands were webbed together. She dropped in the middle of the five thugs, they never stood a chance. Her spider agility was beyond them. The only time she blocked instead of dodge was because she wanted to. She did a jump kick followed by a round house she learned from Ben. The last one fell. She turned to see the girl smiling relieved, "Thank you so much. He said you'd come."  
"Wait who? Owe." Gwen shouted as her spider sense went off and she felt a pinch in her neck. She pulled a dart out of it and dropped it as fear crossed her mind.  
"Little Spider be happy I need you alive. The price is for two spiders not one. For as good as you are, you are no hunter. You will sleep soon." A strange male voice said from the shadows. Gwen could feel her heart slow, mind slow. She shot a Web string and took to the air and grabbed her phone and dialed.

He grabbed his phone and dialed then stopped and closed it. He sat at peter's grave talking. "Our charm strikes again, maybe our luck. Out of all your traits I really hate the charm the most. It works great, women love us but its always short lived and ends in disaster. Like a bad horror flick with that bad CG monster disaster." He looked over and saw Richard and Mary's grave stones. "You know what screw you both too. What was so big you had to die for if you hadn't died, peter would have never been on this road and I'd have never been mixed up in a tube. Seriously you think living with Ben and May was safe. He's frigging Spider Man now and putting his life on a line every day you bastards. Such selfish bastards to run and leave me behind leave him behind to live alone." A soft hand touched his shoulder, "Child you are not alone, and you need to forgive yourself." He turned to see Aunt May. She sat down at Peter's grave and motioned the Scarlet Spider to sit. "Your the man from a few weeks ago that was looking for my Peter. I never saw your face but your voice so much like Peter's I swore it was. Then the other day you said with great power comes great responsibility, we heard you in the middle of that fight. It's something my Ben spoke to Peter. Then now you're here yelling at his dead parents like he would. Please explain to an old lady how I buried my Peter there but here you stand. How you are older, don't lie to me I know it's you. I could never not know my Peter." Ben pulled his mask, "Aunt may, I am Peter but I'm not. I'm a genetic copy, I'm a clone. If that makes sense?" Ben tried to explain.  
"I chose the name Ben Reilly; I'm not from this world. I know it's hard to believe, but-" Aunt may hugged him hard. "It's not hard to believe, you smell like him. You have his eyes, his voice, and his gentleness. Peter once tried to explain the idea of clones to me once; it was one of the movies he was watching. Thank you. You may not be my peter. But you will always be my Ben, my family. You must come by for dinner one night, I won't take no, and promise me you will be safe my dear. I can't bear to lose two of you." Ben just cried in joy over and over hugging his aunt May. His belt vibrated and he heard his phone ring Gwen's ringtone. He wiped the tears and answered on speaker, "Hey G-"  
"Ben help, I've been drugged, a dart. Something bout a hunter I'm trying to run. I'm sorry Ben I'm sorry. I love you." Gwen said with her voice full of fear.  
"I'm coming Gwen where are you?" Ben answered back  
"I'm at the park near…" phone went dead. Ben looked at May and she said, "Go save her. Come back safe." Ben pulled his masked and nodded. He went air borne with a web sling shot and launched high back towards the university. He remembered a park nearby. "Swear to god don't let it be Kraven. Not Kraven." As he flew web to web he stayed cautious, if it was Kraven then it was a trap.  
He arrived to see Gwen semi conscience under a net. He landed nearby knowing better then to jump in. He slowly snuck in and webbed up a large doll. He threw it in and a knife caught it square once it hit the light.  
"Good, good you are worthy to hunt. You must be the male Spider. Come face me." The man said stepping into the light. He was an older Kraven with his hair was salt and peppered up in dreads. His skin more tattooed and tan. Ben rushed him then went for a sweep kick. The hunter jumped, came down with a knife. Ben dodged easy enough. He got a punch in on Kraven ribs, he heard two ribs break. Kraven shouted in pain, he landed a punch back square in Ben's face. In a roar of anger Ben head butted Kraven back. Kraven threw the dagger it cut a line and another net dropped. Ben shot a web line and a used it as a sling with a heavy rock to launch it into the net and send the net flying back up. Kraven pulled out his dart pipe and shot a dart at Ben's neck. It hit and Ben just pulled it out and dropped it. It had webbing from his neck where he put a thick protective layer under his hoodie. Kraven noticed that the spider kept himself between the female spider and the hunter. He went to draw another knife when a web line hit Kraven's shoulder and pulled him towards the spider, "Scorpion eat your heart out!" as Ben clocked Kraven across the face. Ben never saw the knife that got him in the side. Ben dropped to his knee as Kraven jumped back, "No we are done Spider, that wound won't kill you, if you get it taken care of soon. But today isn't our day. I want to hunt you with out distractions, with out her. Not for another man's money but for my honor, my glory. You could finally give me what I desire a hunt to finish all hunts, the hunt to finally retire on, to end my days of adventuring. To hell with the Kingpin and capturing you alive, I have a new idea. I will kill you on our day, but I must be ready and so must you. Enjoy your days left, may they be sweet." Kraven slipped away.

Ben dropped to his hands for a minute, "Kraven...you have honor here? I can dig it." He webbed his wound and ripped the net off Gwen and picked her up. He then web slinged out. They reached their apartment and Ben laid Gwen down. He tried to heat water to clean his wound but slipped on his own blood and just laid on the floor, his eyes closed for a minute he thought. He woke up to Gwen holding his hand in a hospital. His twitch woke her up, she just smiled at him.  
"Where are we?" Ben asked as he tried to move.  
"I panicked and called my Dad. That was a lot of blood. You're in under a false name at a hospital. It's been four days. The story is we were attacked leaving the library. I'm sorry about early Ben. It wasn't fair." She said softly  
"Under the bridge babe, you also said you loved me." He said smirking  
"I did and I do." She leaned in and kissed his lips. "You need to heal, you tore some muscles good while web slinging with a knife wound. No webs for a bit, girl friends orders." Gwen said  
"If they are like me then I don't know a spider-man in all of the dimension who listens to that rule." Ben winced as he laughed.  
"Yeah well their girl friends don't have spider powers." Gwen said ending it.  
"We can't stay. Murdock will know I've been stabbed." Ben said trying to get up.  
"Nope already handled, my dad thinks like you did. Hence false name and you're not in the system. A doctor here is college buddies with my dad, they slipped you in. May Parker dropped this off at my dads, fresh baked cookies. They are Peter's favorite. The note said for Ben." Gwen gave a puzzled look.  
"Unlike Murdock, that woman is a Saint in any dimension. She found me at Pete's grave after our fight. Cussing at my parent's grave didn't help. She knew who I was even if I wasn't hers. She knew." Ben said with a smile he couldn't stop if he tried. She squeezed his hand tight. Capt Stacy walked in as Gwen was leaving for class they hugged quickly and she left. He turned to Ben, "I'll never like you, or any of this Spider business. But you're okay in my book." He shook Ben's hand and left. Ben laid back then sat up fast, "Wait. Where's my suit?"

Earth 95  
"Wait where's my suit?" Peter said as he scoured Tony' lab. Tony ignored him as he prepped the machine, "I got a thousand dollars Sue kills us all for this"  
"I'm not taking that bet." Johnny said "Twenty bucks he didn't tell Sue." He said extending his hand to Tony.  
"Parker's not that dumb, easy twenty." Tony says as they shook hands. Peter walked over and slipped his mask on. "Okay give me 24 hours to find him. Then open the portal again." Peter said as he psyched himself up.  
"So what's Sue say?" Johnny asked?  
"Oh damn" Peter answered  
"Damn it Pete!" Tony said as he handed Johnny the money and turned on the machine.  
"She'll understand." Peter said as he ran through the portal. It shut down behind him and a door slammed open, "Where's peter?" Sue stood there pregnant and angry.  
"He did it!" Both Tony and Johnny said backing up slowly pointing at each other. "He better be back before the baby comes. Or you two will join him in what's coming to him. Ooh" Sue touched her belly, the baby kicked.  
Johnny swallowed and under his breath "yahoo."

Earth 65

"YAHOO!" Peter said as he materialized in the other dimension. He looked around and saw an empty office building. "This was a lab in my world, but here stark probably doesn't even own it. Okay Ben where in the world are you?" He opened a window and put a spider tracer against the wall. Then jumped out and began to look. He webbed a paper then dropped the money for it. He opened it, "Okay good no crazy wars or super hero adventures so he must have stayed close. Uncle Ben's grave, makes sense. Of course when in doubt go to Uncle Ben." He began to Web sling when he saw a larger man rushing a man with a cane. He dropped down taking the big guy out with his landing. "No need to thank me, just your friendly neighborhood Spider man."  
"We'll met. Are you any chance in league with Spider Woman and this Scarlet Spider?" The stranger asked. Pete looked up, "Matt?!" His spider sense was going off and he couldn't figure why.  
"Matt Murdock? Wow a younger you." A quick strike to the throat made peter gasp for air as matt grabbed his wrist and threw him into the wall. Peter threw a hand to shoot web till Murdock hit the wrist with his cane damaging the web shooter. Then the cane to the head and Matt stood over the unconscious body of Spider Man. The larger man who broke spider man's landing finally was getting up. He looked at the blind lawyer quietly. Finally matt spoke, "Spread the word that the Kingpin has spider man in the pent house, or I'll kill you now." He pulls out his phone dials a number, it rings and answers, "Remind me later to deal with Kraven's honor after I finish with the spiders my self."


	5. Chapter 5

**I want to thank you all for sticking with it so far, it was a blast to write. I need to finish my GI Joe story before i start the next series on this story. again i dont own the characters they belong to marvel. Enjoy.**

Chapter 5

Earth 65

Gwen was outside the hospital sitting with her dad. The sun was bright and warm. A squad car pulled up, and Sgt Marko got out. He moved over to Captain Stacy, "Hey Gwen, Captain we need to talk spiders." Gwen's smile faded when the spider word came up. Captain Stacy turned, "Well spill." The Sgt looked at Gwen then shrugged, "Kingpin's caught one. The male one, but he's not calling him the Scarlet Spider. He said Spider man. We can't tell if it's the same guy or not but it explains while our male spider has been missing." Gwen went running inside, the Sgt looked at the Captain. Gwen's dad shrugged, "She's a fan of the spiders. Thanks for the intel keep in quiet." The Sgt nodded and left as Capt Stacy walked in after his daughter found her next to Ben. He was asleep; the pain pills made him a bit loopy. He was speaking symbiotes and vampires last time the Captain heard him talking. Capt Stacy thought it was rubbish. "I gotta go, if it's not Ben then it's has to be his friend coming to looking for him." Gwen said  
"Good luck, I know better then to say no. You want back up?" Her dad offered  
"Not this time, I'm not going to fight. This is a snatch and grab. After Kraven I wanna pick the terms I fight kingpin on." She left.

It took a few of kingpins thugs to get the info she needed. He was being held at Kingpins old penthouse the police raided. She approached the pent house slowly. Jumping building to building staying in the shadows. Gwen's anxiety was high. This could be her chance to save Peter, make up for failing last time. She also knew one day Ben's world would come calling. If they loved him like she did they wouldn't give him up without a fight. She vowed neither would she. She saw a window open on the side, she shook her head. Too convenient, she slipped around the back and forced a window open and went in.

Captain Stacy forced the window open and went in. He began to look through his daughter's apartment till he found the Scarlet Spider suit. He rushed back to the hospital. He dismissed the nurses and entered Ben's room closing the door behind, "I know you're not at a hundred percent or close to it. But Gwen's gone off to save your spider friend by herself. Some one named Spider Man." He threw Ben his suit. "She needs all the help she can, and I can't save her in that world." Ben nodded, "Yeah Spider Man's a good guy, just wish I had a way to track her. Any idea?" Captain Stacy handed him a cell tracker, it was keys to Gwen's phone. Ben took off his gown and shot web over his wound then double wrapped his side and suited up, "Don't worry, I got this." and he left thinking, "I so don't."

Thinking to her self, "I so don't got this." While she crawls across the ceiling. She saw a few of Kingpin's thugs walking the hall she snagged the last one knocking him out and webbed him up to the ceiling. She repeated the process, on the next two. She moved further in and found the living room with spider man chained up. Her spider sense wasn't ringing. She moved in and got to Spider man, "You awake?"  
"Yeah I am, and you're a girl? Where's Scarlet?" Spider man questioned.  
"Yeah I'm girl and you're the real deal. You must be from Ben's home dimension." Gwen stated as she tried to fight with Spider Man's chains, "What the hell are they made out of?"  
"Of course I'm real. But how did you know Ben? Wait you seem real familiar." Peter said  
"I know because I'll never forget you. No one could ever forget you." That's when her spider sense went off as clapping started. Matt walked out, "So you guys do sense danger. I was wondering how you were able to dodge so fast. I control my sense and heart rate and I can stay off your radar. Last chance girl, you are powerful. You and me could overthrow Kingpin together and rule, the devil and the widow. It's catchy no?"  
"Bite me blind man." Gwen shot back. Murdock closed the distance quickly and swung inside with his cane. The blow came in hard; she could have sworn her arm broke when it was hit. She took another swing and he easily dodged again. Same with the next two kicks. He landed a kick solid in her chest throwing he back. "It's like you know where I'm going to be before I do, damn that hurt." Gwen said through the pain.  
"He's no psychic; you gotta trust your spider sense completely. His senses are second rate compared to it. Don't give up." Spider said trying to break the chains.  
"You get kicked in the boobs and tell me if you get up quick" Gwen snapped.  
"Hello. My little spider girl maybe you aren't what I think you are. Perhaps you just get lucky. Let's see if my senses can beat your spider sense." Murdock mocked. She rushed and let her spider sense focus and was able to trade blows with him for once. Their fight began to look like a well choreographed dance. Her pride rose and she tried to press it and caught a palm to the face and then her wrist turned and thrown across the floor. She ended up next to Spider Man. She could feel the blood pour her nose, it tasted worse the angrier she got. She had never faced any one like him before. He began to rush in to finish it when glass shattered from the skylight and the Scarlet Spider landed in front making him back up. Ben placed himself between his fellow spiders and Murdock. Blood soaked through the hoodie from the wound he ripped open web slinging. For once Ben was glad Matt was blind. "Sorry no qip's Mattie, I'm just here to kick your butt." That's when Gwen saw matt tap his cane to the floor more like a count, a beat. Scarlet engaged and was able to hold his own better then Gwen. But he had sparred with his Dare Devil. He knew how to fight matt. After an exchange of blows the two split. Both now bloodied in the face but Murdock was smiling. His sense of smell picked up the blood from Ben's wound. Peter called Gwen over, "You gotta end this now. You two are in no shape for a full fight. Plus Scarlet has never beat Dare Devil before." Gwen turned enough time to see Murdock cane crack Ben's stab wound and Ben went down in pain. She rushed in, Murdock assumed after her fallen comrade but she jumped up and shot a Web ball at Murdock's head. He dodged the first one.  
"Blinding me little girl, you really have lost it." Murdock laughed as four more balls flew he dodged all but one. Hit him in the side of the head over his ear. Gwen dropped to the floor fired two more web balls, Murdock dodged but sloppy. "Pop quiz hot shot! What's most important to a blind man?"  
"You clever girl, this set back wont stop me from killing you." He heard her late as she lunged in. The battle turned, her spider sense keying in her blocks then when she got an opening she threw all her strength into it and broke his jaw as she knocked him out. "That's spider woman to you Murderdock." She found the keys on him and undid spider man's chains. He helped Ben up as the three webbed out. They could hear Kingpins goons moving now that their boss was down. They landed on a building not far away and Peter turns to them, "Never thought I say this and mean it, thank you so much Spider Woman."  
"I'm glad this time I could save Peter Parker." Gwen answered as she pulled up Ben's suit to check, "Babe, you did a number on it, I got him good for you. But you're going to need stitches again. I told you girl friend's orders stay in bed. You are back on no webs for a bit Mr. Reilly. But thank you Ben. I needed that second breath."  
"Girlfriend? I spend weeks trying to get here and your dating? I take it then you are not coming back are you Ben. Do I get to at least know the name of your girl friend since you told her mine." Ben stayed quiet for a minute, "You may not believe who she is?"  
Peter demanded "Bro it's been near four weeks since disappeared. Eww she better not be us."  
"Haha owe. Owe. Ha. No she's not. In this world Peter Parker became the Lizard and died. He wasn't bitten by a spider. Uncle Ben is alive, so is Aunt may. So is..." Ben trailed off.  
"Gwen's alive? If we weren't bitten that day then who was?" Peter asked as Gwen pulled of her mask.  
"I was Pete. I am spider woman." Gwen answered. He looked at Ben and nodded. He covered his mouth and tears hit his eyes. "So in this world we died, they lived. Wow mind blown, how many times did I offer that deal to god." Pete said still coping with the news.  
"I know trust me I damn near had a mental breakdown my first day." Ben answered. Pete walked over and hugged Gwen, "I'm sorry had to just that your alive, sorry not sorry." Then he went to Ben "I understand, I'll miss the hell out of you. But I understand, I'd do the same thing in you place. Plus that Matt is a dick. Nothing like our Matt, she's going to need you." Pete said smiling  
"Tell Sue I'll miss her. You're welcome to come visit any time bro. But if you got time, there's some one I think you need to see." Ben said  
"I got 6 hours, lead the way" Pete said.

An hour later Ben sat on a roof next to Gwen. Bag of chili dogs sat between them. They watched Pete walk up to Uncle Ben's house then go inside with him.  
"So why are you up here?" Gwen asked  
"Given Pete something he needs. Something we both needed. Thing is he returns to his world and I get to stay. I get my own Spider Gwen, I get a family, and finally a fresh start out of both of Peter's shadows." They sat in silence enjoying the sunset holding hands. "Parker's luck eat my shorts." Gwen said under her breath. She knew the kingpin was far from done. And she knew she would have to face Murdock again. Now she had Ben to stand by her, and things with her dad were better. If she learned anything from Ben she was going treasure this moment in time because it won't last, they never do for spiders.

The end.  
For now.

Epilog  
Earth 95  
Peter arrived on time, smiling bigger and brighter then before. His mask in hand he hugged his fiancé, "It's okay, Ben's not coming back. That world needs him more then we do, and he needs it. He explained what happened to Sue, Tony and Johnny. After the story he was still grinning.  
"So an evil Dare Devil? Hmmm." Tony scratched his head  
"Damn, mind equals blown." Johnny said.  
"Owe" Peter said rubbing his head from an invisible head slap.  
"Peter Parker! If you think you can go dimension hopping with out consulting me, you got another one coming. Now let's go home." Sue stated, Peter was already moving in line when Tony spoke up, "Hey Sue I need just to do a scan to make sure the dimensional travel didn't tweek him at all. It's still new and..." Sue waved permission. As peter got closer Tony whispered, "An evil version of Dare Devil? You went lizard? We need to prep for dimensional threats, I need a special group to help me spear head it. You in? We'll keep it secret like an illuminati." Parker thought for a minute, "Yeah I'm in. All the way."


End file.
